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Filing Details

Accession Number:: 0001666071-19-000164
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2019-11-27 19:11:52
Reporting Period:: 2019-11-25

Accepted Time:: 2019-11-27 19:11:52
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1666071	Cardlytics Inc.	CDLX	Services-Computer Programming, Data Processing, Etc. (7370)	263039436

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1730687	Marie Lynne Laube	C/O Cardlytics, Inc. 675 Ponce De Leon Avenue Ne, Suite 6000 Atlanta GA 30308	Chief Operating Officer	Yes	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock	Acquisiton	2019-11-25	28,125	$0.00	345,080	No	4	M	Direct
Common Stock	Acquisiton	2019-11-25	28,125	$0.00	373,205	No	4	M	Direct
Common Stock	Disposition	2019-11-26	17,300	$55.89	355,905	No	4	S	Direct
Common Stock	Disposition	2019-11-26	8,898	$56.26	347,007	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	M	Direct
No	4	M	Direct
No	4	S	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Stock Unit	Acquisiton	2019-11-25	56,250	$0.00	56,250	$0.00
Common Stock	Performance Stock Unit	Disposition	2019-11-25	28,125	$0.00	28,125	$0.00
Common Stock	Performance Stock Unit	Disposition	2019-11-25	28,125	$0.00	28,125	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
112,500	No	4	A	Direct
84,375	No	4	M	Direct
56,250	No	4	M	Direct

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	19,295	Indirect	See Footnote
Common Stock	19,295	Indirect	See Footnote

Footnotes

Each performance stock unit ("PSU") represents a contingent right to receive one share of the Issuer's Common Stock.
Shares sold to satisfy withholding tax obligations upon the vesting of the performance stock units.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $55.72 to $55.99, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in footnotes (3) and (4) to this Form 4.
The price reported is a weighted average sales price. These shares were sold in multiple transactions at prices ranging from $56.00 to $56.87, inclusive.
The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Keegan George Allbright.
The reportable securities are held by the 2013 Lynne Marie Laube GRAT fbo Hayley Marie Allbright.
On November 25, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a minimum cumulative adjusted EBITDA target over a trailing 12-month period of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the adjusted EBITDA target ("EBITDA tranche"). Fifty percent (50%) of the shares subject to the EBITDA tranche of the awarded PSU vested upon the Certification, twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the EBITDA tranche of the awarded PSU will vest 12 months after the Certification.
On August 26, 2019, the Compensation Committee of the Issuer's Board of Directors certified that a target minimum trailing 30-day average closing price of the Issuer's common stock was achieved (the "Certification") resulting in the award of the tranche of the PSU grant related to achieving the stock price target ("stock price tranche"). Fifty percent (50%) of the shares subject to the stock price tranche of the awarded PSU vested upon the Certification and were delivered on November 25, 2019, twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 6 months after the Certification, and twenty-five percent (25%) of the shares subject to the stock price tranche of the awarded PSU will vest 12 months after the Certification.